Example ContractsClausesAuthorization to Disclose
Authorization to Disclose
Authorization to Disclose contract clause examples

Agreement Not to Disclose Confidential Information. In the course of your employment with or provision of services to J. Crew and its affiliates (collectively, the “Company”), you have and will have acquired and have had access to confidential or proprietary information, whether disclosed to you directly or indirectly in writing, orally, or through drawings or observation, about the Company, including but not limited to, trade secrets, know-how, methods, models, passwords, access to computer files, financial information and other business information and records, computer software programs, agreements and/or contracts between the Company and its vendors and suppliers, the Company’s merchandising, marketing and/or creative policies, practices, concepts, strategies, inventions, processes, technology, and methods of operations, inventory, pricing and price change strategies, possible new product lines, future merchandise designs, drawings, patterns, fabrication or fit information, internal policies, pricing policies and procedures, cost estimates, employee lists, training manuals, financial or business projections, unannounced financial data such as sales, earnings or capital requirements, possible mergers, acquisitions or joint ventures and information about or received from vendors and other companies with which the Company does business. The foregoing shall be collectively referred to as “Confidential Information.” You acknowledge that the Confidential Information is not readily available to the public and accordingly agree that during your employment or provision of services and thereafter, you will keep strictly confidential and not disclose any Confidential Information to anyone or use any of it for your own benefit or for the benefit of others, except in performing your duties as the Company’s employee or agent. You agree that this restriction shall apply whether or not any such information is marked “confidential.” Confidential Information does not include any of the foregoing items which have become publicly known and made generally available through no wrongful act of yours or of others who were under confidentiality obligations as to the item or items involved.

The Lender shall have no present or future duty or obligation, and the Guarantor waives any right to claim or assert any such duty or obligation, to discover or to disclose to the Guarantor any information, financial or otherwise, concerning the Borrower, any other guarantor, or any collateral securing the obligations of the Borrower to the Lender.

Right to Disclose. Discloser represents that to the best of its knowledge it has the right to disclose to the Recipient all of Discloser’s Confidential Information that is disclosed hereunder.

The Executive agrees that he has not and shall not, at any time during or after the Term, use, reveal or divulge # any trade secrets (as defined under applicable state law), # any other confidential information, including business plans, customer information, formulae, financial information, pricing information, technical scientific data, technical processes, clinical or pre-clinical data, protocols, research projects, results, information technology programs or processes, database, or other information which the Company deems to be confidential or commercially sensitive, or # any material confidential information whatsoever concerning any director, officer, employee, shareholder, partner, customer or agent of the Company or their respective family members learned by the Executive heretofore or hereafter (clauses [(i) through (iii)], collectively, “Confidential Information”).

. The Administrative Agent, each Co-Syndication Agent, the Arrangers and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Parent REIT, the Borrower, the other Loan Parties and their respective Affiliates, and none of the Administrative Agent, the Co-Syndication Agents nor the Arrangers has any obligation to disclose any of such interests to the Parent REIT, the Borrower, any other Loan Party or any of their respective Affiliates.

Covenant Not to Disclose. The Executive agrees that, by virtue of the performance of the normal duties of his position with the Company and by virtue of the relationship of trust and confidence between the Executive and the Company, he possesses certain data and knowledge of operations of the Company which are proprietary in nature and confidential, and which are critical to the continued success of the Company. The Executive covenants and agrees that, except as authorized by the Company, he will not, at any time during the Employment Period or after termination of employment for any reason, reveal to any person or entity (other than the Company) or use for his own account or the account of any person or entity (other than the Company), any confidential or proprietary information whatever of the Company whether or not obtained with the knowledge and permission of the Company and whether or not developed, devised or otherwise created in whole or in part by the efforts of the Executive. Executive acknowledges that the Company is in a highly competitive business, and that disclosure of any of the Company’s confidential or proprietary information would be detrimental to the Company, its employees, and its shareholders. The confidential or proprietary information of the Company includes, but is not limited to, technology, discoveries, processes, test results, sales and marketing information, customer names and information, customer lists, trade secrets, pricing policies, bid amounts and bid strategies, and financial information; provided that information that is already in the public domain (other than as a result of the Executive’s breach of this Section 7 or any breach of other confidentiality obligations by third parties) shall not be confidential or proprietary information of the Company. In the event that the Executive is legally required, based on the written opinion of outside legal counsel, to disclose any confidential or proprietary information of the Company, the Executive will give the Company prompt written notice of such requirement so that the Company may seek an appropriate protective order or other remedy and the Executive will cooperate with the Company to obtain such protective order. In the event that such protective order or other remedy is not obtained, the Executive will furnish only that portion of the confidential or proprietary information of the Company that is legally required to be disclosed, based on the written opinion of outside legal counsel, and use his best efforts, at the Company’s sole cost and expense, to obtain assurances that confidential treatment will be accorded to such information.

Authorization to Disclose. The Optionee hereby authorizes and directs the Optionee’s employer to disclose to the Company or any Subsidiary any information regarding the Optionee’s employment, the nature and amount of the Optionee’s compensation and the fact and conditions of the Optionee’s participation in the Plan, as the Optionee’s employer deems necessary or appropriate to facilitate the administration of the Plan.

Authorization to Disclose. The Transferee hereby authorizes and directs the Transferee’s employer to disclose to the Company or any Subsidiary any information regarding the Transferee’s employment, the nature and amount of the Transferee’s compensation and the fact and conditions of the Transferee’s participation in the Plan, as the Transferee’s employer deems necessary or appropriate to facilitate the administration of the Plan.

Authorization to Disclose. The Optionee hereby authorizes and directs the Optionee’s employer to disclose to the Company or any Subsidiary any information regarding the Optionee’s employment, the nature and amount of the Optionee’s compensation and the fact and conditions of the Optionee’s participation in the Plan, as the Optionee’s employer deems necessary or appropriate to facilitate the administration of the Plan.

Right to Disclose. Discloser represents that to the best of its knowledge it has the right to disclose to the Recipient all of Discloser’s Confidential Information that is disclosed hereunder.

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